Corporate Agreement for Financial Instruments via SWIFT MT103

This Corporate Agreement for Financial Instruments via SWIFT MT103 and the three (3) attached
Annex (further designated as the Agreement) are entered on this day of 15-January 2024 by and
between:

Company Name : MEDITERRANEAN INVESTMENT CAPITAL LTD.

Address:. AMTSHOFSTRABE 8, D-29358 EICKLINGEN, GERMANY
Represented by : Mr HENRY ALICIA D'SOUZA
Title : DIRECTOR
Passport No. : 107192109

Hereinafter referred to as SENDER

AND

Bank name: : WISE EUROPE SA

Bank address: : RUE DU TRONE 100, 3RD FLOOR, BRUSSELS 1050 BELGIUM
Account name: : DDNS ECOMMERCE INC
Account number: : BE64967792993352
SWIFT CODE: :TRWIBEB1XXX

Hereinafter referred to as RECEIVER

WHEREAS: The SWIFT MT103 will appear on inter-banking screen and there will be no verifications
communication with issuing bank.

WHEREAS: The Receiver desires to receive an Instrument via SWIFT MT103 from issuing bank. The
Receiver confirms with full corporate and legal responsibility to accept the Instrument. The Receiver
must have a credit line ready against which Receiver will use the Instrument to pay for this
transaction.

WHEREAS: Sender desires to transfer through from issuing bank the aforementioned Instrument to
the Receiver’s bank. Sender represents and warrants that it has the ability and resources to arrange
through associates, contacts and sources, with full corporate responsibility, Instrument in the term
of assignments to be provided to the Receiver’s bank. Sender hereby declares under penalty of
perjury that the Instrument will be backed by funds that are good, clean, clear, and free of non-
criminal origin, and will be free and clear of all liens, encumbrances and third party interest.
DESCRIPTION OF THE INSTRUMENT(S):

Instrument: MT103 via SWIFT.

Issuing bank: DEUTSCHE BANK AG.

Instrument nominal: €50,000,000.00 (fifty million Euros).

Profits Receiving: As rate of 65% + 5% (SIXTY FIVE PERCENT+ FIVE PERCENT) from Instrument’s
nominal.

Payment: Wire Transfer (TT).

Duration of payment: Within 3 (three) calendar days upon Instrument’s SWIFT MT103 receive and
authentication on interbank screen.

PROCEDURES:

1. The Receiver and the Sender execute, sign and initial this Agreement and Parties will lodge this
Agreement in their respective banks.

2. The Receiver shall pay the transaction charge of €30,000.00 (Euro Thirty Thousand Only) to the
Sender via discussed mode and as negotiated with the Sender and Issuing bank.

2. The Senders shall instruct the issuing bank Officer to send an Instrument (Annex 3) of first
nominal (€50,000,000.00) via SWIFT MT103 to the Receiver’s bank coordinates.

3. The Receiver shall cause the payment bank Officer to arrange a full payment of Profits Receiving
by sum of €32,500,000.00 (Euro Thirty Two Million and Five Hundred Thousand only) as per Invoice
and of Consultancy Fees by sum of €2,500,000.00 (Euro Two Million and Five Hundred Thousand) as
per Fee Protection Agreement (FPA, Annex “D”) within three (3) working days .

4. The Parties send copies of bank massages via e-mail within twenty-four (24) hours since messages
issuing date.

Total payment for Profits Receiving & Consultancy Fees according to this Agreement is total amount
€35,000,000.00(Euro Thirty Five Million).

NON-SOLICITATION: The Receiver hereby confirms and declares that Sender, its associates or
Sender representatives or any person or persons on its behalf has/have never been solicited by any
party, its shareholders or associates or representatives in any way whatsoever that can be construed
as a solicitation for this transaction or for future transactions.

Any delay in or failure of performance by either party of their respective obligations under this
Agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the
extent that such delays or failures in performance are not caused by events or circumstance beyond
the control of such party.
ARBITRATION: All disputes and questions whatsoever which arises between the Parties to this
Agreement and touching on this Agreement on the construction or application thereof or any
account cost, liability to be made hereunder or as to any act or way relating to this Agreement shall
be settled by the arbitration in accordance with the arbitration laws of the ICC.

This Agreement contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral.
Neither of the parties may alter, amend, nor modify this Agreement, except by an instrument in
writing signed by both Parties. This Agreement will be governed by and construed in accordance
with the laws of United Kingdom. In the event that either party shall be required to bring any legal
actions against the other in order to enforce any of the terms of this Agreement the prevailing party
shall be entitled to recover reasonably attorney fees and costs.

PAYMENT TERMS AND CONDITIONS:

The Receiver hereby irrevocably agrees to pay a Profits Receiving of 65%+5% from the Instrument’s
nominal by Wire Transfer through his bank.

The Receiver’s bank will perform payment to nominated Sender’s payment banking account by Wire
Transfer in full amount, without any deduction and delay in same day.

FORCE MAJEURE: None of the Parties will be responsible, as determined by the International
Chamber of Commerce (ICC), Paris accords (No. 650), regarding the impossibility to execute this
contract, fully or partially, when this impossibility is directly or indirectly determined by the causes
specified by ICC and that are below reported in English:

a. Causes beyond their reasonable control;

b. Acts of God;

c. Acts or Non-Actions of any Governmental Authority (de jure or de facto), including the
intervention of the Federal Reserve Bank of the United States which have the effect of prohibiting or
otherwise limiting the Corporate Objective of this Agreement;

d. Wars (declared or undeclared);

e. Fire, flood, sabotage, nuclear accident, earthquake, storm, epidemic;

f. Banks and/or Financial Institutions are closed by reason of industrial dispute or governmental
intervention.

ELECTRONIC DOCUMENT TRANSMISSIONS (EDT): EDT shall be deemed valid and enforceable in
respect of any provisions of this Agreement. As applicable, this Agreement shall be:

Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’
or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);

EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the parties from
performing their respective obligations and duties under EDT instruments.
PARTIES BANK COORDINATES:

Instrument’s issuing bank coordinates:

Bank name: DEUTSCHE BANK AG.
Bank address: TAUNUSANLAGE 12, 60325 FRANKFURT AM MAIN, GERMANY
SWIFT BIC: DEUTDEFFXXX

Sender’s bank coordinates:

BANK NAME: DEUTSCHE BANK AG.

BANK ADDRESS: TAUNUSANLAGE 12, 60325 FRANKFURT AM MAIN, GERMANY
SWIFT BIC: DEUTDEFFXXX
ACCOUNT NAME: MEDITERRANEAN INVESTMENT CAPITAL LTD.
ACCOUNT NO.: DE24500700107813345285

Receiver’s bank coordinates:

Bank name:: WISE EUROPE SA

Bank address:: RUE DU TRONE 100, 3RD FLOOR, BRUSSELS 1050 BELGIUM
Account name:: DDNS ECOMMERCE INC
Account number:: BE64967792993352
SWIFT CODE:: TRWIBEB1XXX

ACCEPTED AND AGREED WITHOUT CHANGES and signed in 2 copies.

SIGNED THIS 15TH DAY OF JANUARY 2024 FOR AND ON BEHALF OF RECEIVER:

_____________________________________

Signatory Name:

Passport Nº:

Issuing Country:

Issue Date:

Expiration Date:

SIGNED THIS 15TH DAY OF JANUARY 2024 FOR AND ON BEHALF OF SENDER:

_____________________

Signatory Name:

Passport Nº:

Issuing Country:

Issue Date:

Expiration Date:
ANNEX 1

AFFIRMATION OF MT103 TRANSACTION

Date: 15TH DAY OF JANUARY 2024

I, Mr. ………………………………… , as Director of . ……………….Co.Ltd. hereby affirm that I am in complete

understanding of the MT103 SWIFT transaction.

I understand that Instrument’s issuing bank will send, via SWIFT, MT103 messages in the amount of
€50,000,000 (fifty million euros), each one, to my designated account.

I also understand the following:

Issuing bank has agreed to send the MT103 SWIFT message only;

This is transaction which means that the SWIFT will appear on inter-banking screen and there will be
no verifications communication with issuing bank.

I must have a credit line ready against which I will use the MT103 to pay for this transaction.

I am absolutely and completely clear of this transaction and am ready to fulfill my part.

Signed for and on behalf of Receiver

________________________________________

Signatory Name:

Passport Nº:

Issuing Country:

Issue Date:

Expiration Date:
ANNEX 2

VERBIAGE OF THE BOARD RESOLUTION

RESOLUTION OF THE BOARD OF DIRECTORS

Re:

A quorum of directors of MEDITERRANEAN INVESTMENT CAPITAL LTD. (Hereinafter called the

«Company») with its address at AMTSHOFSTRABE 8, D-29358 EICKLINGEN, GERMANY, attended in
person or by telephone/video conference a Board of Directors meeting which was duly noticed and
held on JANUARY 11 , 2024. A detailed discussion regarding various issues and aspects of this
transaction was held to the full satisfaction of the Board members and the following resolutions
were unanimously adopted:

RESOLUTION:

It is resolved that Mr HENRY ALICIA D'SOUZA holder of BRITISH Passport No. 107192109 as
Company’s authorized Representative/Signatory of the company, to enter into this transaction
involving the assignment of Bank Debentures and other Bank Instruments.

RESOLUTION:

It is resolved that Mr HENRY ALICIA D'SOUZA as authorized Signatory of the company, to arrange the
procedure for transaction SWIFT MT 103 with transaction amount of €50,000,000.00.

RESOLUTION:

It is resolved that Mr HENRY ALICIA D'SOUZA as authorized Signatory of MEDITERRANEAN

INVESTMENT CAPITAL LTD.. be assigned full authority to instruct, arrange, monitor, execute, manage
and sign all paperwork, agreements, contracts and all documentation as may be necessary with third
parties, pertinent to this transaction.

RESOLUTION:

It is further resolved at this meeting of the Board of Directors that Mr HENRY ALICIA D'SOUZA is
hereby authorized to distribute on behalf of MEDITERRANEAN INVESTMENT CAPITAL LTD. any and
all transaction related fees and entitlements to any banks, trading entities, program managers,
facilitators, lawyers and other involved persons and companies of his choice, as he may deem
appropriate and at his absolute discretion, on behalf of MEDITERRANEAN INVESTMENT CAPITAL
LTD.
RESOLUTION:

That Mr HENRY ALICIA D'SOUZA as The Director of the company is hereby authorized to certify that
the foregoing resolutions and provisions thereof are in conformity with the charter, bylaws and
articles of incorporation of the company, and that the foregoing resolution and the authority
thereby conveyed shall remain in full force and effect until the purposes set forth herein are
accomplished.

It is further certified that the foregoing resolutions have never been modified or amended and are
now in full force and effect. The above named representative of the company has been duly elected
and appointed to hold office, the representative is presently holding office, and is empowered to act
for and on behalf of the company.

This fax or email copy of the Board Resolution shall be of equal value and effect to the original, and
shall be accepted as such by everyone, for all purposes, everywhere.

The above motions and resolutions were duly made, seconded and unanimously passed and carried
out at the completion of this meeting.

In witness whereof, I have hereunto set our hand and seal of the company in our own free will and
act, in certification of the above resolutions and provisions on this JANUARY 11, 2024.

For and on behalf of the Sender

_______________________________________

Signatory Name:

Passport Nº:

Issuing Country:

Issue Date:

Expiration Date:

.
.

ANNEX 3

VERBIAGE OF THE FINANCIAL INSTRUMENT VIA SWIFT MT103

---------------------------------------- INSTANT TYPE AND TRANSMISSION -----------------------------------------

NETWORK : SWIFT

SESSION HOLDER: XXXXX

DELIVERY STATUS: NETWORK ACK

ORIGINAL PRIORITY DELIVERY: NORMAL

MESSAGE INPUT REFERENCE: XXXXX

MESSAGE OUTPUT REFERENCE: XXXXX

UETR : XXXXX

--------------------------------------------- MESSAGE HEADER --------------------------------------------------

SWIFT INPUT : MT103 SINGLE CUSTOMER CASH TRANSFER

***BANK SENDER : DEUTSCHE BANK AG.

***BANK ADDRESS : TAUNUSANLAGE 12, 60325 FRANKFURT AM MAIN, GERMANY

***ACCOUNT NAME : MEDITERRANEAN INVESTMENT CAPITAL LTD.

***ACCOUNT NUMBER : DE24500700107813345285

***SWIFT CODE : DEUTDEFFXXX

TO:

***BANK RECEIVER : XXXXX

***BANK ADDRESS : XXXXX

***ACCOUNT NAME : XXXXX

***ACCOUNT NUMBER : XXXXX

***SWIFT CODE : XXXXX

------------------------------------------ MESSAGE TEXT --------------------------------------------------------

*** F20: SENDER’S REFERENCE: XXXXX

*** F21: TRANSACTION CODE: XXXXX

*** F22: TRANSFER CODE: XXXXX

*** F23B: BANK OPERATION CODE: #CRED#

*** F32A: VAL DATE/CUR/INTERBANK SETTLED AMT

DATE: XXXXX

CURRENCY: EUR (EURO)

AMOUNT: €50,000,000.00 (FIFTY MILLION EURO ONLY)

*** F33B: CURRENCY/INSTRUCTED AMOUNT

AMOUNT: €50,000,000.00 (FIFTY MILLION EURO ONLY)

*** F50K: ORDERING CUSTOMER – NAME & ADDRESS

/ MEDITERRANEAN INVESTMENT CAPITAL LTD./ AMTSHOFSTRABE 8, D-29358 EICKLINGEN,

GERMANY

*** F52A: ORDERING ACCOUNT / FI BIC

/ DEUTSCHE BANK AG / DE24500700107813345285 / DEUTDEFFXXX

***F53B : RECEIVER'S CORRESPONDENT / FI- BIC

/ XXXXX

*** F57: ACCOUNT WITH INSTITUTION

/ XXXXX

*** F59: BENEFICIARY CUSTOMER ACCOUNT & NAME

/ XXXXX

*** F70: REMITTANCE INFORMATION: PRIVATE INVESTMENT

*** F71A: DETAILS OF CHARGES: OURS

*** F72: SENDER TO RECEIVER INFORMATION

// PLEASE ADVISE XXXXX. THE BENEFICIARY OF THE SWIFT.

// THIS TRANSFER IS VALID FOR PAYMENT UPON IDENTIFICATION, THE DAY OF RECEIPT

// THIS IRREVOCABLE CASH BACKED SWIFT MT103 CAN BE RELIED UPON FOR FULL CASH FOR
PRIVATE INVESTMENT.

// WE HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT THE ABOVE FUNDS ARE GOOD,
CLEAN, CLEAR AND

// NON-CRIMINAL ORIGIN, FROM A LEGAL SOURCE AND ASSIGNABLE WITHOUT PRESENTATION TO

US OR PAYMENT OF TRANSFER.

// THE SWIFT MT 103 TRANSFER IS VALID FOR SAME DAY THAT IS THE DAY OF RECEIPT SUBJECT OF
INTERNATIONAL REMITTANCE
// REGULATION DEUTSCHE BANK AG.

*** F77B: REGULATORY REPORTING

€50,000,000.00 (FIFTY MILLION EURO ONLY)

// OPERATIVE INSTRUMENT NO MAIL OR SWIFT SERVICE LEVEL IS REQUIRED

-------------------------------------------- MESSAGE TRAILER ---------------------------------------------------

{CHK: XXXXX}

PKI SIGNATURE: XXXXX

TRACKING CODE: XXXXX

--------------------------------------------- INTERVENTIONS ----------------------------------------------------

CATEGORY : NETWORK REPORT

CREATION TIME : XXXXX

APPLICANT : SWIFT INTERFACE

OPERATOR : SYSTEM

TEXT: XXXXX

TRANSMISSION : XXXXX

--------------------------------------------- END OF TRANSMISSION ----------------------------------------------

------------------------------------------

The above is suggested verbiage only. Text may vary according to bank regulations.
PAYMENT OF BENEFICIARIES/CONSULTANTS:

Each of the Paymasters will be responsible for making onward payments of agreed percentages of
commission via a separate pay order to each of the named, authorized Beneficiaries. Each Paymaster
will issue the relevant Payment Order to each of their respective authorized
Beneficiaries/Consultants subject to their specific “Consulting Fee Agreement”. All commission
transfers are to be made by wire and transferred immediately upon closing of each transaction or
transaction tranche or as soon thereafter as banking processes allow without liens or delays of any
kind whatsoever.

This agreement shall be binding, individually or collectively, upon and for the benefit of the Parties,
the beneficiaries and their respective successors and assigns for their mutual advantage or goodwill.

In the event of death of any of the parties or beneficiaries, the surviving parties and beneficiaries
agree that the beneficiaries of the deceased party shall receive any and all proceeds of this
agreement that would have been earned by the deceased party under the same terms and
conditions as if the party were not deceased.

We hereby confirm with full authority that the above terms are agreed and accepted BY THE
RECEIVER:

_______________________________

Signatory Name:

Titel:

Passport Nº:

Issuing Country:

Issue Date:

Expiration Date: .

******** END OF CORPORATE AGREEMENT *********